There is a persistent view that reading Shakespeare's writings is automatically 'good' for student learning, and its persistence can be traced back to the beginnings of the modern education system as a tool of British imperialism. This article argues that his plays challenge audiences and readers in ways that can represent barriers to learning. In overcoming these barriers, the students can complete valuable lessons on how to learn. One way to do this, it is suggested, is by developing preliminary exercises based on developing plays as adaptations of existing stories and formats rather than as self-contained pieces of spontaneous artistic creation. Students can then compare their own products with Shakespeare's adaptations of the same stories, with the goal being to discover Shakespeare's writing in the process of change.